Westwood Holdings Group Inc Sample Contracts

INDEMNIFICATION AGREEMENT
Indemnification Agreement • April 21st, 2009 • Westwood Holdings Group Inc • Investment advice • Delaware

This Indemnification Agreement (“Agreement”) is made as of March 12, 2009 by and between Westwood Holdings Group, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering the subject matter of this Agreement.

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THE CRESCENT OFFICE LEASE
Office Lease • February 8th, 2002 • Westwood Holdings Group Inc
EXHIBIT 10.8 PROMISSORY NOTE AND PLEDGE AGREEMENT
Promissory Note and Pledge Agreement • February 8th, 2002 • Westwood Holdings Group Inc • Texas
STOCKHOLDER RIGHTS AGREEMENT Westwood Holdings Group, Inc.
Stockholder Rights Agreement • May 3rd, 2021 • Westwood Holdings Group Inc • Investment advice • Delaware

This STOCKHOLDER RIGHTS AGREEMENT, dated as of May 2, 2021 (this “Agreement”), is by and between Westwood Holdings Group, Inc., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, as rights agent (the “Rights Agent”).

EXHIBIT 10.5 PROMISSORY NOTE AND PLEDGE AGREEMENT
Note and Pledge Agreement • February 8th, 2002 • Westwood Holdings Group Inc • Texas
ARTICLE 1 DEFINITIONS
Tax Separation Agreement • June 6th, 2002 • Westwood Holdings Group Inc • Finance services
EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • July 28th, 2006 • Westwood Holdings Group Inc • Finance services • Texas

THIS EXECUTIVE EMPLOYMENT AGREEMENT (the "Agreement") is entered into as of July 27, 2006 (the "Effective Date"), by and among Westwood Holdings Group, Inc., a Delaware corporation (the "Company"), and Susan M. Byrne ("Executive").

ARTICLE 1 DEFINITIONS
Distribution Agreement • February 8th, 2002 • Westwood Holdings Group Inc • Texas
WESTWOOD HOLDINGS GROUP, INC. MUTUAL FUND SHARE INCENTIVE AGREEMENT
Fund Share Incentive Agreement • March 12th, 2014 • Westwood Holdings Group Inc • Investment advice • Texas

AGREEMENT, made as of the 19th day of March, 2013, by and between WESTWOOD HOLDINGS GROUP, INC. (the “Company” and, together with its subsidiaries, “WHG”), and MARK FREEMAN (“Participant”), pursuant to the Westwood Holdings Group, Inc. Stock Incentive Plan (the “Plan”). Capitalized terms used but not defined in this Agreement shall have the meanings ascribed to them under the Plan.

May 25, 2022 Fabian Gomez Dear Fabian:
Westwood Holdings Group Inc • May 26th, 2022 • Investment advice

We are pleased to inform you that the Westwood Holdings Group, Inc. (“Company”) Board of Directors (“Board”) has approved a special severance benefit program for you (“Executive”) in connection with your new role as President of Westwood Holdings Group, Inc. The purpose of this letter agreement is to set forth the terms and conditions of Executive’s severance benefits.

EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • November 14th, 2016 • Westwood Holdings Group Inc • Investment advice • Texas

THIS EXECUTIVE EMPLOYMENT AGREEMENT (this "Agreement") is entered into as of November 9, 2016, by and among Westwood Holdings Group, Inc., a Delaware corporation (the "Company"), and Mark R. Freeman ("Executive").

FORM OF INDEMNIFICATION AGREEMENT FOR WESTWOOD TRUST
Form of Indemnification Agreement for Westwood Trust • April 21st, 2004 • Westwood Holdings Group Inc • Finance services • Texas

This INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of January 1, 2004 between Westwood Trust, a Texas trust company (the “Company”), and (the “Indemnitee”).

EMPLOYEE CONFIDENTIALITY AND NON-COMPETE AGREEMENT
Employee Confidentiality and Non-Compete Agreement • May 26th, 2022 • Westwood Holdings Group Inc • Investment advice

This Agreement is effective as of April 8, 2021, between WESTWOOD HOLDINGS GROUP, INC., including any and all subsidiaries and affiliates (collectively the “Company”), and Porter Montgomery (the “Employee”).

EMPLOYEE CONFIDENTIALITY AND NON-COMPETE AGREEMENT
Employee Confidentiality and Non-Compete Agreement • October 29th, 2018 • Westwood Holdings Group Inc • Investment advice

This Agreement is effective as of November 1, 2018 between WESTWOOD HOLDINGS GROUP, INC., including any and all subsidiaries and affiliates (collectively the “Company”), and Terry Forbes (the “Employee”).

ARTICLE 1 DEFINITIONS
Distribution Agreement • June 6th, 2002 • Westwood Holdings Group Inc • Finance services • Texas
TWELFTH MODIFICATION OF OFFICE LEASE
Twelfth Modification of Office Lease • February 28th, 2013 • Westwood Holdings Group Inc • Investment advice

THIS TWELFTH MODIFICATION OF OFFICE LEASE (this “Twelfth Modification”) is entered into as of the 17 day of August, 2012, by and between CRESCENT TC INVESTORS, L.P., a Delaware limited partnership (“Landlord”), and WESTWOOD MANAGEMENT CORP., a New York corporation (“Tenant”).

INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • February 28th, 2013 • Westwood Holdings Group Inc • Investment advice • New York

INVESTMENT SUB-ADVISORY AGREEMENT, dated October 6, 1994, between The Westwood Funds and its four series, the Equity Fund, the Cash Management Fund, the Intermediate Bond Fund and the Balanced Fund (the “Trust” and the “Funds”, respectively), a Massachusetts business trust, for purposes of section 5 only, and Teton Advisers, LLC. (the “Adviser”), a Texas limited liability company and Westwood Management Corp. (the “Sub-Adviser”).

REORGANIZATION AGREEMENT AND AGREEMENT AND PLAN OF MERGER dated as of January 15, 2015 by and among WESTWOOD HOLDINGS GROUP, INC., (a Delaware corporation) WESTWOOD TRUST, (a Texas trust association) WOODWAY FINANCIAL ADVISORS, A TRUST COMPANY, (a...
Reorganization Agreement and Agreement and Plan of Merger • January 16th, 2015 • Westwood Holdings Group Inc • Investment advice • Texas

This REORGANIZATION AGREEMENT AND AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made as of January 15, 2015, by and among WESTWOOD HOLDINGS GROUP, INC., a Delaware corporation (“Buyer”), WESTWOOD TRUST, a Texas trust association and wholly owned subsidiary of Buyer (“Westwood Trust”), WOODWAY FINANCIAL ADVISORS, A TRUST COMPANY, a Texas trust association (the “Company”), and the undersigned shareholders of the Company (the “Shareholders,” and together with HoldCo (as defined herein) and Merger Sub (as defined herein), the “Seller Parties,” and together with Buyer, Westwood Trust, the Company, HoldCo and Merger Sub, the “Parties”).

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WESTWOOD HOLDINGS GROUP, INC. MUTUAL FUND SHARE INCENTIVE AGREEMENT AMENDMENT
Fund Share Incentive Agreement • February 28th, 2013 • Westwood Holdings Group Inc • Investment advice

THIS AMENDMENT OF THE MUTUAL FUND SHARE INCENTIVE AGREEMENT (The “Agreement”) dated February 7, 2012 between Mark Freeman (“Participant”) and Westwood Holdings Group, Inc. (the “Company” and, together with its subsidiaries, “WHG”), whose registered office is 200 Crescent Court, Suite 1200, Dallas, Texas, is made and entered into as of the 14 day of JANUARY, 2013.

FORM OF INDEMNIFICATION AGREEMENT FOR WESTWOOD HOLDINGS GROUP, INC.
Form of Indemnification Agreement • February 27th, 2004 • Westwood Holdings Group Inc • Finance services • Delaware

This Indemnification Agreement (this “Agreement”) dated as of , 2002, is between Westwood Holdings Group, Inc., a Delaware corporation (the “Company”), and (the “Indemnitee”), with reference to the following facts:

FOURTEENTH MODIFICATION OF OFFICE LEASE
Office Lease • February 25th, 2016 • Westwood Holdings Group Inc • Investment advice

THIS FOURTEENTH MODIFICATION OF OFFICE LEASE (this "Fourteenth Modification" ) is entered into a of the 5th day of February, 2015, by and between CRESCENT TC INVESTORS, L.P., a Delaware limited partnership ("Landlord"), and WESTWOOD MANAGEMENT CORP., a New York corporation ("Tenant").

ELEVENTH MODIFICATION OF OFFICE LEASE
Eleventh Modification of Office Lease • February 25th, 2011 • Westwood Holdings Group Inc • Investment advice
EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • April 23rd, 2010 • Westwood Holdings Group Inc • Investment advice • Texas

THIS EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of May 1, 2010 (the “Effective Date”), by and among Westwood Holdings Group, Inc., a Delaware corporation (the “Company”), and Brian O. Casey (“Executive”).

NINTH MODIFICATION OF OFFICE LEASE
Ninth Modification of Office Lease • February 27th, 2004 • Westwood Holdings Group Inc • Finance services
PERFORMANCE SHARE AGREEMENT
Performance Share Agreement • March 10th, 2017 • Westwood Holdings Group Inc • Investment advice • Texas

WHEREAS, this PERFORMANCE SHARE AGREEMENT (the “Agreement”), is made effective as of the 9th day of March, 2017 (the “Date of Grant”), between the Company and Mark R. Freeman (the “Employee”), and sets forth the terms of the award of Performance Shares (as defined below) granted to Employee, which such award is intended to constitute a Performance-Based Award under the Plan; and

EMPLOYMENT AGREEMENT
Employment Agreement • February 10th, 2012 • Westwood Holdings Group Inc • Investment advice • Texas

THIS EMPLOYMENT AGREEMENT (the "Agreement") is entered into as of February 7, 2012 (the "Effective Date"), by and among Westwood Holdings Group, Inc., a Delaware corporation (the "Company"), and Mark Freeman ("Employee").

RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • February 6th, 2023 • Westwood Holdings Group Inc • Investment advice

THIS RESTRICTED STOCK AGREEMENT (the “Agreement”), is made as of December ___, 2022 (the “Issue Date”), between the Westwood Holdings Group, Inc., a Delaware corporation (the “Company”) and ________ (the “Employee”), and sets forth the terms of the Restricted Stock (as defined below) issued to Employee pursuant to this Agreement and in a manner intended to be granted as a one-time employment “inducement award” under Section 303A.08 of the New York Stock Exchange (“NYSE”) Listed Company Manual, and consequently is intended to be exempt from the NYSE rules requiring shareholder approval for the issuance of equity-based compensation. The Company will take such actions as may be necessary to comply with that exception, including notification to the NYSE and disclosure of the material terms of the inducement grants in a press release.

Westwood Holdings Group, Inc. Adopts Limited-Duration Shareholder Rights Agreement
Westwood Holdings Group Inc • May 3rd, 2021 • Investment advice

DALLAS (May 3, 2021) — Westwood Holdings Group, Inc. (NYSE: WHG) announced that on May 2, 2021, its Board of Directors (“Board”) adopted a limited-duration Shareholder Rights Agreement (the “Rights Agreement”) and declared a distribution of one right for each outstanding share of common stock. The Rights Agreement is effective immediately and will expire on May 1, 2022 or earlier, as provided in the Rights Agreement.

WESTWOOD HOLDINGS GROUP, INC. MUTUAL FUND SHARE INCENTIVE AGREEMENT
Share Incentive Agreement • March 29th, 2017 • Westwood Holdings Group Inc • Investment advice • Texas

This AGREEMENT is made as of the ____ day of ______________ 2017, by and between WESTWOOD HOLDINGS GROUP, INC. (the “Company” and, together with its subsidiaries, “WHG”), and MARK FREEMAN (“Participant”), pursuant to the Westwood Holdings Group, Inc. Stock Incentive Plan (the “Plan”). Capitalized terms used but not defined in this Agreement shall have the meanings ascribed to them under the Plan.

RESTRICTED STOCK AGREEMENT UNDER THE THIRD AMENDED AND RESTATED WESTWOOD HOLDINGS GROUP, INC. STOCK INCENTIVE PLAN
Restricted Stock Agreement • April 23rd, 2010 • Westwood Holdings Group Inc • Investment advice • Texas

WHEREAS, WESTWOOD HOLDINGS GROUP, INC., a Delaware corporation (the “Company”), previously established the Third Amended and Restated Westwood Holdings Group, Inc. Stock Incentive Plan (the “Plan”); and

THIRTEENTH MODIFICATION OF OFFICE LEASE
Office Lease • February 25th, 2016 • Westwood Holdings Group Inc • Investment advice

THIS THIRTEENTH MODIFICATION OF OFFICE LEASE (this "Thirteenth Modification") is entered into as of the 9th day of October, 2014 by and between CRESCENT TC INVESTORS, a Delaware limited partnership ("Landlord'' ), and WESTWOOD MANAGEMENT CORP., a New York corporation ("Tenant").

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